Douglas S. Gordon
About Douglas S. Gordon
Douglas S. Gordon (67) is a long-serving director of Waterstone Financial, Inc. (WSBF) and the former Chief Executive Officer of Waterstone Financial and WaterStone Bank (CEO 2007–Jan 2024; President 2007–2022; COO 2005–2007). He holds a B.A. from the University of Wisconsin–Parkside and an M.B.A. from Marquette University; prior roles include executive officer positions at M&I Bank and Security Savings Bank. He has served on the board since 2005 (predecessor), with a current term expiring in 2027, and is the father of Ryan J. Gordon (WSBF Chief Credit Officer) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waterstone Financial / WaterStone Bank | Chief Executive Officer | 2007 – Jan 5, 2024 | Led company through cycles; transitioned to director role in 2024 . |
| Waterstone Financial / WaterStone Bank | President | 2007 – 2022 | Senior leadership and strategy . |
| WaterStone Bank | Chief Operating Officer | 2005 – 2007 | Bank operations leadership . |
| M&I Bank | Executive officer | Not disclosed | Prior banking experience . |
| Security Savings Bank | Executive officer | Not disclosed | Prior banking experience . |
| Self | Real estate investor | Current | Sector knowledge and market insight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (other than WSBF) | — | — | None in past five years disclosed . |
Board Governance
- Independence status: Not listed among independent directors (independents are Bartel, Hansen, Lawton, Schmidt, Tyus) → Gordon is a non-independent director (recent CEO; familial tie to a current NEO) .
- Committee assignments (as of Dec 31, 2024): Executive Committee member; no chair roles; not on Audit, Compensation, or Nominating and Corporate Governance .
- Attendance and engagement: “No member of the board or any committee thereof attended fewer than 75%” of applicable meetings in 2024; all directors attended the 2024 annual shareholder meeting .
- Board/committee activity levels (2024): Board met 12 times (company) and 12 times (bank); Audit (6), Compensation (7), Executive (10), Nominating (1) .
- Years of service: Director since 2005 (predecessor); skills matrix shows 19 years on WSBF board at year-end 2024 .
- Board leadership: Independent Chairman (Patrick S. Lawton); CEO/Chair roles separated; chair has never been an officer/employee .
Fixed Compensation
| Year | Board Retainer and Meeting Fees (Cash) | Board Committee Fees (Cash) | Notes |
|---|---|---|---|
| 2024 | $130,000 | $70,000 | Labeled as “Board Retainer and Meeting Fees” and “Board Committee Fees.” |
Performance Compensation
| Year | Stock Awards ($) | Notes on Director Equity |
|---|---|---|
| 2024 | $672,000 | Amount reflects grant-date fair value; proxy does not disclose director-specific performance metrics (director equity typically time-based; no director performance metric schedule disclosed) . |
Outstanding director equity (unvested) at 12/31/2024:
| Grant Date | Unvested Shares | Vesting Date | Market Value at 12/31/2024 |
|---|---|---|---|
| Mar 1, 2022 | 6,755 | Mar 3, 2025 | $90,787 (at $13.44/share) |
| Feb 21, 2023 | 8,192 | Feb 21, 2026 | $110,100 (at $13.44/share) |
No director-specific performance metric table is disclosed; pay-for-performance metrics in the proxy apply to NEOs, not non-employee directors .
Other Directorships & Interlocks
- Other public company directorships: None disclosed in past five years (other than WSBF) .
- Compensation Committee interlocks: None reported .
Expertise & Qualifications
- Education: B.A. (UW–Parkside), M.B.A. (Marquette) .
- Board skills matrix (selected): Financial Industry; Risk Management; Accounting; Corporate Governance/Ethics; Legal/Regulatory; HR/Compensation; Executive Experience; Investments; Operations; Strategic Planning; Technology/Cyber; M&A; Crisis Response (Gordon’s column shows presence across these domains) .
Equity Ownership
| Holder | Shares Owned Directly | Shares Owned Indirectly | Options Exercisable (60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Douglas S. Gordon | 600,134 | 75,998 | — | 676,132 | 3.5% |
- Stock ownership guidelines: Directors must hold ≥3x annual board cash compensation; all directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging restrictions: Company places restrictions on pledging and prohibits hedging for directors/officers .
- Unvested director equity at 12/31/2024: 6,755 (vest 3/3/2025) and 8,192 (vest 2/21/2026) .
Insider transactions (recent):
| Date (Filing/Trans) | Type | Shares | Price | Post-Trans Ownership | Source |
|---|---|---|---|---|---|
| Apr 23, 2024 (filed Apr 25, 2024) | Form 4 – Award (A) | 50,000 | — | 591,129 | |
| Oct 26, 2023 | Open market purchase (P) | 636 | $9.92 | 607,704 |
Related-Party Transactions and Conflicts
- Family relationship: Gordon is the father of Ryan J. Gordon (EVP/Chief Credit Officer and NEO), a clear related-person relationship .
- Transactions policy and disclosure: Company policy requires related-person transactions to be on terms no more favorable than for unaffiliated parties and subject to board review/approval; since Jan 1, 2024, no transactions >$120,000 involving directors/executives/5% holders were reported, other than ordinary-course director loans on market terms (no unfavorable features) and standard deposits .
- Committee sensitivities: Gordon serves on the Executive Committee, which reviews/approves certain loans under the Bank’s Lending Policy ; the Company states committees are independent and policies govern related-person dealings .
Say-on-Pay and Shareholder Feedback (Context)
- 2024 say‑on‑pay approval: >91% of votes cast supported executive compensation .
- Engagement: Board highlights ongoing shareholder outreach and communication channels .
Governance Assessment
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Strengths and alignment
- Significant “skin-in-the-game”: 3.5% beneficial ownership; directors in compliance with stock ownership guidelines; hedging/pledging restricted .
- High engagement: No directors below 75% attendance; 100% attendance at annual meeting .
- Robust governance scaffolding: Independent chair; board self-assessment; committee charters; clawback policies in place .
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Concerns and monitoring items
- RED FLAG – Independence: Gordon is a non‑independent director (recent CEO; familial relationship with a current NEO) .
- Pay optics: 2024 director total of $872,000, including $672,000 in stock awards, is materially higher than other non‑employee directors and may draw scrutiny around director pay-for-service calibration and independence perceptions .
- Potential conflict zone: Executive Committee role involves loan review/approval; the Company discloses policies and board oversight for related‑person transactions, and no material related‑party dealings were reported beyond ordinary‑course loans, but the combination of committee remit and real‑estate investing background warrants continued monitoring .
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Additional context
- Leadership transition: Gordon retired as CEO on Jan 5, 2024; CEO role transitioned to William F. Bruss, supporting separation between management and board leadership .
- Compensation risk guardrails: Clawback policies; no option repricing; restrictions on pledging/hedging; annual say‑on‑pay with strong 2024 support .